ex10_2.htm


     

    
      LOAN
AGREEMENT

       

       

      THIS LOAN
AGREEMENT, dated May 21, 2008, made in Zürich, Switzerland by and
between:

       

      Party
A

      Seymore
Investments Limited, a limited liability company registered in the British
Virgin Islands, with its registered address at Sea Meadow House, Blackburn
Highway, Road Town, Tortola BVI, Legal Representative: Nick Vippach for and on
behalf of Beresford Trustees Limited (Director)

       

      Party
B

      Exotacar
Inc., a publicly quoted company incorporated in Nevada located at 1001 Bayhill
Drive, 2nd Floor Suite 200, San Bruno CA 94066. Legal representative: René
Soullier (President)

       

       

      RECITALS

       

      WHEREAS,
Party B desires to receive funding for business development and operational
costs; and Party A desires to provide Party B with a loan.  Party A
and Party B enter into this Loan Agreement (this "Agreement") on the principle
of equality and mutual benefit.

       

       

      ARTICLE
I

       

      AMOUNT
AND TERM OF LOAN

       

      
        	 
      	
                1.1.

              	
                Party
      A agrees, subject to the terms and conditions of this Agreement, to extend
      a loan to Party B (the "Loan"). The amount of the Loan shall be US$
      150,000.  The interest rate agreed upon shall be 10% per year
      payable at the end of each twelve month period from the date of
      execution.

              


      

       

      
        	 
      	
                1.2.

              	
                The
      term of the Loan shall be three years, commencing from the execution date,
      that is, from May 21, 2008 until May 20,
2011.

              


      

       

      
        	 
      	
                1.3.

              	
                Party
      B shall repay the Loan in full at the latest on the expiration of the term
      thereof.  Repayment shall be in form of either cash or stock as
      per agreement between Party A and Party B.  If the Loan is
      repaid in stock, Party A shall be given a 15% discount to the market price
      of Party B common stock based on a five day rolling average price of Party
      B common stock immediately preceding repayment of the
  Loan.

              


      

       

       

      ARTICLE
II

       

      METHOD OF
BORROWING AND USE OF LOAN PROCEEDS

       

      Within 10
business days after execution of this Agreement, Party A shall make available to
Party B the full amount of the Loan to the following account designated by Party
B:

       

      Account
Name:                                           Exotacar
Inc.

      Account
number:                                         148
000-925-1

      Address:                                                  
  RBC Centura Bank

                                    17010 Kenton
Drive

                                   
Cornelius, NC 28031

      Routing:                                                      053100850

      Swift
Code:                                                CNTAUS33

       

      Party B
shall not use such Loan for any purposes in violation of US laws and
regulations, otherwise Party A may at any time require Party B to repay the Loan
immediately and in full.

       

       

      ARTICLE
III

       

      PARTY B's
REPRESENTATIONS AND WARRANTIES

       

      Party B
hereby represents and warrants to Party A that:

       

      
        	 
      	
                3.1.

              	
                Party
      B is a publicly quoted corporation, incorporated in Nevada, USA, has all
      the necessary rights, power and capability to enter into and perform all
      the duties and obligations hereunder, and that this Agreement shall be
      binding upon Party B after the execution
hereof.

              


      

       

      
        	 
      	
                3.2.

              	
                Party
      B will resolve appropriately any issues not covered hereunder in
      conjunction with Party A in accordance with relevant US laws and policies,
      and agrees to deal fairly and in good faith with Party
  A.

              


      

       

       

      ARTICLE
IV

       

      PARTY A's
REPRESENTATIONS AND WARRANTIES

       

      
        	 
      	
                4.1.

              	
                Party
      A is a limited liability company established and existing under the laws
      of the British Virgin Islands, has all the necessary rights, power and
      capability to enter into and perform all the duties and obligations
      hereunder, and that this Agreement shall be binding upon Party A after the
      execution hereof.

              


      

       

      
        	 
      	
                4.2.

              	
                Party
      A will resolve appropriately any issues not covered hereunder in
      conjunction with Party B in accordance with relevant US laws and policies,
      and agrees to deal fairly and in good faith with Party
  B.

              


      

       

       

      ARTICLE
V

       

      CONFIDENTIALITY

       

      Without
written consent of the other party, neither Party shall disclose to any third
parties this Agreement or any information disclosed by any Party hereto during
the performance of this Agreement, except such disclose is necessary for
compliance with relevant laws and regulations, court rules and/or governmental
or regulatory or stock exchange rules; unless such information becomes public
not as a result of violation of this Article such as in the required disclosures
in a filing on a Form 8K with the Securities and Exchange
Commission.

       

       

      ARTICLE
VI

       

      WAIVER

       

      
        	 
      	
                6.1.

              	
                No
      waiver of any breach hereof or failure of any Party in exercising any
      power or right hereunder shall operate as a waiver of other breach or
      further breach hereof, nor waiver of all the power or right
      hereunder.

              


      

       

      
        	 
      	
                6.2.

              	
                Any
      unreasonable delay of any Party in exercising any power or right hereunder
      shall operate as a waiver thereof.

              


      

       

       

      ARTICLE
VII

       

      SEVERABILITY

       

      If any
provision of this Agreement shall be held invalid, illegal or unenforceable in
any respect under any US laws and regulations, such invalidity, illegality or
unenforceability shall not affect any other provision hereof.

       

      ARTICLE
VIII

       

      ENTIRE
AGREEMENT

       

      
        	 
      	
                6.1.

              	
                This
      Agreement contains the entire agreement and understanding between the
      Parties with respect to the Loan.

              


      

       

      
        	 
      	
                6.2.

              	
                This
      Agreement shall supersede all prior agreements, understandings, letter of
      intent, documents or communications between both Parties or their
      representatives and advisors relating to the Loan.  Neither
      Party shall bring forward any claims against the other Party by reference
      to such superseded agreements, understandings, letter of intent, documents
      or communications.

              


      

       

      
        	 
      	
                6.3.

              	
                No
      amendment to this Agreement or any provisions hereof shall be effective
      unless it shall be agreed in writing by both
  Parties.

              


      

       

       

      ARTICLE
IX

       

      TAXES,
FEES AND EXPENSES

       

      Any and
all taxes, fees and expenses that are payable as a result of the Loan shall be
solely borne by the Party exercising its rights hereunder, unless either Party A
or Party B has been expressly required to pay the same under applicable law or
this Agreement.

       

       

      ARTICLE
X

       

      BREACH

       

      
        	
                10.1.

              	
                Failure
      by any of Party A or Party B in performing its obligations hereunder shall
      constitute a breach of this
Agreement.

              


      

       

      
        	
                10.2.

              	
                If
      this Agreement or any portion hereof can not be performed due to
      negligence of any Party hereto, such Party shall be held liable for
      breach, and the other Party shall have the right to terminate this
      Agreement. If both Parties are negligent, each of Party A and Party B
      shall bear the responsibilities to the extent of loss and damage
      comparative to their negligence.

              


      

       

       

      ARTICLE
XI

       

      GOVERNING
LAW

       

      The
formulation, validity, interpretation, performance, amendment and termination of
this Agreement and resolution of dispute shall be governed by the relevant laws
of the United States of America and the State of Nevada.

       

       

      ARTICLE
XII

       

      DISPUTE
RESOLUTION

       

      Any
dispute arising out of or in connection with this Agreement should be settled by
friendly discussion and, failing such a settlement within 30 days upon notice by
any Party hereto asking for negotiations, both Parties agree that such dispute
shall be referred to and finally resolved by arbitration in San Francisco at the
American Arbitration Association’s Regional Center pursuant to the then
effective arbitration rules and regulations thereof. The arbitration award shall
be final and binding on both Parties.  Any appeal of an arbitration
award shall take place in Nevada courts.  Any and all fees and
expenses that are payable as a result of the arbitration shall be evenly split
between Party A and Party B, unless either Party A or Party B has been expressly
required to pay the same under applicable law or this Agreement.

       

       

      ARTICLE
XIII

       

      COUNTERPARTS

       

      This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement.

       

      SIGNATURE
PAGE

       

      IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.

       

       

      Party A:
Seymore Investments Limited

       

      Authorized
Representative:
(Signature)                                                                                                _____________________________

       

       

       

       

       

      Party B:
Exotacar Inc.

       

      Authorized
Representative:
(Signature)                                                                                                _____________________________